


Gwen 10

by MyHumpsMyLovelyLadyLumps



Category: Ben 10 Series, Ultimate Spider-Man (Cartoon), Unbelievable Gwenpool
Genre: Crossover, Gen, No Sex
Language: English
Status: In-Progress
Published: 2016-11-28
Updated: 2017-02-17
Packaged: 2018-09-02 18:47:06
Rating: Teen And Up Audiences
Warnings: Creator Chose Not To Use Archive Warnings
Chapters: 19
Words: 13,887
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/8679223
Author URL: https://archiveofourown.org/users/MyHumpsMyLovelyLadyLumps/pseuds/MyHumpsMyLovelyLadyLumps
Summary: Gwen 10! No, not that Gwen. The other Gwen. Gwen Poole.Gwen and Cecil end up in the Ultimate Spider-Man cartoon after being killed by MODOK. Gwen somehow obtains the Omnitrix. Obviously she uses it responsibly.Gwen is 16 in this story.ON HIATUS





	1. Prologue Part One "A Hero's Journey"

It is said that one of the most fundamental aspects of a hero is the ability to cheat Death. To travel to the underworld and return. To be reborn in some way. Many Marvel Super-heroes have gone through this trial. Steve Rodgers had become Captain America as part of Project Rebirth. Tony Stark entered a cave as an example of the worst of humanity, and came out as the Invincible Iron Man, a hero. Bruce Banner's gamma accident. Peter Parker's spider bite. So many super-heroes had been created this way it seemed only inevitable that Gwen would find herself facing Death. She was, after all, the main character of her story. That meant she was the hero, right?

 

"So what's it going to be, Miss Poole? A job? Or a quick death?" MODOK asked her.

"Uh..." she sniffed, barely holding back tears as she clung to Cecil's skull, the sole remaining piece of him.

"Uh... Uh..." she was crying now, a few tears had escaped her eyes despite her efforts to keep her composure. Suddenly a wave of intense hatred gripped her. She stopped crying and glared up at MODOK.

"You... You think you're a genius... But you're just an idiot!" she exclaimed. MODOK's eyes widened in surprise before narrowing in anger. Gwen carried on, however, heedless of the danger.

"You came here to recruit me, and when I don't immediately agree, your first thought is to kill my friend?!" she was shouting now.

"If you'd kept him alive, you could've used him against me! But, no! You just killed him! Now I have no reason to listen to you at all! Why should I do what you say? Because you'll kill me? Hah! I'm the hero! I can't go down at the very beginning! That's just ridiculous! I hope you're proud of yourself, MODOK, because you just made a powerful enemy tonight!" she ranted, screaming in his face. The more she went on, the redder he became. When she finally stopped to catch her breath, he spoke.

"So, that's a "No", right?" he asked. She just glared at him and nodded.

"Very well. Good bye, Miss Poole." he said just before he blasted her into oblivion.


	2. Prologue Part Two "A Whole New World"

"Ugh." the one word summed up about how she felt right now. As she sat up and opened her eyes, she realized she was no longer in the penthouse. Instead she was sitting in Central Park. She was wearing normal street clothes instead of her costume. More importantly than all that though, was the fact that Cecil was sitting next to her.

"Cecil!" she gasped. "You're alive! And so am I?"

"Apparently. What happened? I remember a bright light..." he asked.

"MODOK tried to kill us both!" she exclaimed. Then, jumping to her feet she took a look around. Yep, definitely Central Park. They were right next to one of the entrances. She was about to ask Cecil how they somehow managed to get here when...

"Out of the way!" a man shoved past them both, sending them sprawling across the ground again. Glaring after him, Gwen started to climb to her feet, but froze in her tracks when she saw...

"Spidey coming through!" the red-and-blue arachnid shouted as he sprinted after the man. He caught up to him just at the edge of the park. Ripping a purse from his grasp, Spider-Man webbed the man to a light-post. The man screamed curses past a gag of webbing that was quickly shoved in his mouth.

"Language!" Spider-Man admonished. He webbed the purse to the light-post above him and stood there scribbling on a card for a few seconds. He looked up to see Gwen gaping at him.

"You two ok?" he asked. She nodded, still staring. Apparently used to it, Spider-Man shrugged then webbed his card to the light-post. He glanced at them, nodded, then took off, web-swinging away. For a few seconds, they just stood there, astonished, Cecil less so than Gwen.

"Doesn't Spider-Man wear a red-and-black costume?" he asked.

"Miles Morales does. That was Peter Parker." Gwen answered. Cecil looked confused.

"There's more than one Spider-Man?" he asked.

"Yeah... I think we're in a completely separate reality. Another universe." Gwen said. Cecil raised an eyebrow.

"What? Just because there's another Spider-Man?" he asked.

"That. And the Daily Bugle is apparently a TV network now." Gwen said, pointing to an electronic billboard.

"Whoa." Cecil said. He stared at it. "Maybe you're right."


	3. Prologue Part Three "Back to School"

"OK. So we're in a new reality." Gwen said, concentrating. "The first thing we need to do is figure out which one we're in. Then we need to get to super-heroing. If you're not running around in a costume, you're just an extra. And I have no intention of dying again."

"Huh?" Cecil replied. Gwen rolled her eyes.

"You're more likely to die if you're just some random background character that nobody cares about." Gwen explained. Cecil frowned.

"You're talking about your Truman Show thing again, right?" he asked.

"Yeah. Come on. Check your pockets. We're gonna need all the hints we can get." she said. They both checked their pockets. Cecil pulled out a keychain with keys on it, a wallet, and a cell phone. Gwen found nothing but a wristwatch. Cecil checked the wallet.

"500 dollars. At least we're not completely broke." he observed. Then... "Huh? I've got a high-school ID." He stared at it.

"Midtown High? Weird." he said. Gwen fooled around with the wristwatch. It was a silver, segmented band with a silver socket holding the white face of the clock. Instead of numbers and arrows the face of the clock had a blue hourglass on it. A small button stuck out of one side of the socket. When she pressed the button the hourglass lit up, and the entire thing jumped up and clamped onto her wrist!

"Whoa!" she exclaimed. She fussed with it some more. It made all kind of beeping sounds but did nothing else.

"Now what?" Cecil asked. He stared pensively at the watch. Gwen considered this for a moment.

"I guess we try to figure out what those keys go to." she said.

 

After locating a car, the two of them drove to the address listed inside the wallet. It was an apartment building. They ascended the stairs to one of the highest floors and let themselves in. The apartment was fully furnished with two bedrooms, a bathroom, a kitchen, and a living room. One of the bedrooms was covered in everything pink. Pink bed, pink dresser, pink entertainment stand, pink Wii, pink TV. It was obviously a girl's room. The other bedroom was fully kitted out with all the latest entertainment equipment. A massive TV, several videogame consoles, a stereo, a gaming PC with dual monitors, several laptops, and a tablet. Posters covered the walls, and clothes littered the floor.

Cecil looked around and said in confusion, "This is all my stuff."

"It smells like a locker room." Gwen commented. "Do you do laundry, or just wear whatever doesn't have holes in it?"

"I thought all boy's rooms looked like this. And I don't smell anything."Cecil said, frowning at her. Gwen wrinkled up her nose.

"I'll take the pink room." she said, hastily exiting his "Man Cave". She jumped slightly when the phone started ringing. Cecil dashed out of the bedroom and scooped up the cell phone, which he had left on the living room coffee table.

"Hello?" he answered, putting it on speaker phone.

"Yes. This is the Assistant Principal of Midtown High. We were wondering if Cecil was coming to school tomorrow. I heard about how his uncle died a couple days ago, and was wondering if he planned on taking a few days off." the voice on the phone said. Cecil looked at Gwen. Gwen shrugged.

"This is Cecil. And yes, I'm coming to school tomorrow." Cecil said.

"OK. I'm sorry about what happened, Cecil. If you change your mind, and want some time to yourself, just give me a call." the voice said.

"OK. Thanks." Cecil said. They exchanged "good-byes" and hung up. Cecil turned to Gwen. "I guess I'm going to school." he said.

"I think I am too." Gwen said looking at the other contents of the coffee table. A school ID, a cell phone, and a pink purse with a rose design on it. The ID had her picture on it. She picked it up and noticed a slip of paper under it. She picked the paper up and read it out loud.

"Dear Gwendolyn. I noticed your lack of proper paperwork and identity and took the liberty of setting this all up for you. All your records are under your bed, and you have savings and checking bank accounts. Be careful using the Omnimatrix, and stay in school. Professor Paradox." she read. She looked at Cecil.

"What's an Omnimatrix?" she asked. Cecil thought for a moment.

"Omni means all, and a matrix is a system of numbers." he said. "But I have no idea what an Omnimatrix is."

"Hm." she said. "Well, I guess we should get ready for school."


	4. Part One "Great Power" Chapter one

The rest of the day they spent researching. Cecil did several internet searches and Gwen searched the apartment for useful things. After a while they reported their progress to each other.

"I found paperwork suggesting your Uncle died two days ago on Friday."Gwen said. "Also this apartment is in my name. Apparently, you're just a room-mate."

"Huh. Well, I discovered that we both have "Twert" accounts. It's a kind of social media website. Like a combination of Facebook and Twitter. It also serves as a search engine for famous people. Anyone can make an account for celebrities, and post information about them. Take a look." Cecil said. Gwen leaned in to read over his shoulder.

"Hmm. From what I've gathered thus far, we appear to be in the Ultimate Spider-Man cartoon. I've seen a few seasons of it, but it's been awhile and I can't remember all the details. Still we should have a leg up in the situation, thanks to my knowledge." Gwen said.

"Yeah, ok." Cecil said, to appease her. "So according to this "Twert", both of us moved here recently, and we're from a place called Bellwood. The school year has already started and we're both new students. The school pulled our records from our old schools and we won't have to play catch up on the homework assignments. However, we will have to navigate all the high school usuals, like cliques, bullies, and the odd mutant suddenly gaining powers mid-puberty. Well, I guess that last part isn't so usual for you, is it?"

Gwen shook her head. Cecil continued, "All of this assuming we stay in school and don't drop out to pursue that super-hero thing you were talking about. Personally, I'd prefer to stay in school. I don't have a criminal record in this universe, and I'd like to keep it that way."

Gwen nodded.

"Yeah, you're probably right. We both got a free pardon, so we shouldn't waste it. I'll just have to find a way to be the main character without being a truant." she said. "Spider-Man got his powers and became a super-hero while in school. I'll just have to do the same thing."

 

The next day, Gwen and Cecil got up early to go to school.

"Ugh. It is way too early in the morning for this." Gwen said at six o' clock. They had both gone through their things and pulled out backpacks and school supplies. Now they were eating breakfast. Fortunately, whoever this "Professor Paradox" person was who had gotten them the apartment had had it fully stocked with food and other necessities. At six-thirty they decided to leave. School started at ten after eight which gave them plenty of time to get to school. Or so they thought.

On the way there, an armored car was ambushed by the Trapster. One second they were cruising along at 25 miles an hour, the next they were skidding to a stop behind an armored car that had been super glued to the ground. They skidded to a stop several car-lengths behind it. Fortunately, no one hit them, and they were able to drive around it and park a block away. Gwen rushed to get out of the car.

"Do you really have to do this? You don't have a costume, anything to cover your face, or any weapons." Cecil asked.

"Yes, Cecil. I have to give who-ever is watching us a good show. Otherwise they'll have us canceled." Gwen said as she got out. She fiddled with her watch a bit. She had not been able to get it off and it had been slowly but surely glowing brighter and brighter the longer she wore it. She pushed the button again, wondering if that would make it come off.

"I just wish this stupid watch told time, it would be nice to be able to see how much time I had until school started." she said. Cecil turned away to look at the time in the car's display. Just as he was about to call out the time, a bright blue flash of light came from behind him. Alarmed, he spun around in his seat to look at Gwen. Only, Gwen wasn't there anymore. Instead a strange monster stood before him.

"What the hell?"


	5. Part One "Great Power" Chapter Two

The monster stared at Cecil.

"What?" it asked. Cecil just gaped at it. The strange being was about six feet tall, had a brown exoskeleton covered in shiny black quills, and had blue compound eyes. It had an extra backwards joint in the leg and four toes on each foot. Its arms were really long and it had three fingers on each hand. On either side of its mouth were long pincer-like appendages. It was wearing a blue tank top and black shorts. A silver circle with a blue hourglass on it sat on its chest. It had an oddly feminine figure, but no breasts to speak of. Which wasn't that surprising, given that it wasn't a mammal.

Cecil stared at it. It stared back.

"What?" it asked again.

"Um... Who are you?" he asked. The creature cocked its head to the side.

"I'm Gwen, duh. Did that blue flash of light give you amnesia or something?" it said. Cecil's brow furrowed.

"I think you may want to take a look at yourself." he said, gesturing to the car mirror. The beast peered into it, then jumped back in surprise.

"What happened to me?!" it screeched. Cecil winced. Its screeching sounded like fingernails on a chalkboard.

Gwen looked down at her body in horror. What magic was this? She was some kind of giant bug! The quills on her body stood on end as she freaked out. She spotted the watch's hourglass symbol on her chest. Grasping it, she began pulling and twisting, trying to get it off.

"It's gotta be this thing. I was just messing with it." she said. Cecil frowned.

"What if you turn into something worse? You shouldn't mess with it." he said, just before she turned back into herself amid another flash of blue light. He blinked a few times. "Or not."

Gwen smiled. Then a thought occurred to her.

"If this thing can turn me into a monster whenever I want... Does that mean I have super-powers now?" she asked. Cecil shrugged. A screeching sound met their ears. A police car had had its windshield splattered with glue and was skidding out of control.


	6. Part One "Great Power" Chapter Three

Just as the police car was about to crash into a bakery, a web shot through the air splattering over the window to the store. The car crashed into it, shattering the glass, but not going through the window, merely coming to a halt on its side. The web had prevented the car from flipping entirely and injuring who knows how many people inside. A policeman pulled himself free of the vehicle and looked around. He spotted something and yelled up to it. "I'm starting to think Jameson's wrong about you, Spidey!"

Gwen and Cecil followed the policeman's line of sight and spotted Spider-Man perched on a wall. Gwen grinned.

"Looks like this might be the start of a superhero team-up." she said. Then she slid the sleeve of her blue hoodie up so she could reach the watch. Sliding into a back alley she started fiddling with the watch. While she was trying to figure out the controls, she heard a couple of explosions.

 _"Glue grenades."_ she thought. Finally, she transformed back into the bug-monster. Sprinting out of the alleyway, she ran straight at the Trapster. Seeing him aiming his glue gun at something she glanced at it. Spider-Man. He was glued to a wall of a building by his arm. The two of them made eye contact. While she was looking at him she tripped and went sprawling across the ground.

 _"Shit."_ she thought. Looking ahead she saw the Trapster pull the trigger. A spray of glue shot out of the gun and splattered all over Spider-Man's upper chest pinning him to the wall. The Trapster grinned. He lifted a hand and pressed something near his ear.

"I got him, boss. Told you I could do it alone." he said. Someone on the other end said something, Gwen couldn't quite make it out, but was surprised she could hear anything at all.

 _"Are they shouting? Or have my ears just gotten better?"_ she wondered, getting to her feet. The Trapster continued, "I told you, boss. I've taken on the bug three times before and it's always gone the same way. You should've had more confidence in me."

Gwen started sneaking up on him, as he hadn't noticed her yet. The person on the other side of the phone became more distinct.

"All right...you...Spider-Man...inform...employer..." they said. The voice was distinctly male. Gwen was almost there. She glanced back at Spider-Man, this time stopping as she looked away. Spider-Man was staring at her with a mixture of curiosity and anger. This was shown, not by his face, but by his body language. Head tilted to the side, fists clenched. Gwen held one finger up to her lips, the gesture to be silent. Spider-Man held up one finger as well, his gesture... Slightly more inappropriate.

Gwen turned back to the Trapster. He was saying something, but she hadn't been paying attention.

"...Yeah. OK. Pickup at my 20." he said. She quickly sprinted up the last few meters, shouting as she did, "Hey! Paste-pot Pete!"


	7. Part one "Great Power" Chapter Four

The Trapster whirled around, quick-drawing his glue-gun. He sprayed, she leapt. The glue adhered to her feet and brought her crashing to the ground. Quick as a flash, he glued her hands to the ground.

 _"Well so much for that."_ she thought. Glaring up at him, she hissed. Like a snake. A cloud of barely visible gas floated out of her mouth. The gas shimmered in the air like gasoline vapor. The Trapster didn't notice it and walked right into it, sneering. As soon as he set foot in it, his expression changed from a look of disdain to one of fear.

"What the hell are you?" he asked, clearly terrified. Gwen's brow furrowed in intense thought. _"Sweet! He's scared of me. Now, how can I use this?"_ she thought. Looking him straight in the eyes, she spoke softly, narrowing her eyes as she did so.

"I'm a evil bug-monster. I came here to lay my eggs. Release me now, human, and I won't kill you, split open your carcass and fill it with my spawn." she said, in a long breathy hiss. His eyes widened in pure terror. Trembling, he reached into his pocket and pulled out a vial. He popped it open and began sprinkling the contents over the glue that held her. It dissolved instantly. She immediately jumped to her feet. The Trapster jumped as well, then stumbled and fell.

"Hss!" she hissed. Then she spat on him. To both her and his surprise, the whitish saliva turned into a web in midair, pinning him to the ground. She grinned evilly at him; he whimpered in response. She reached down and grabbed another vial from his pocket. He flinched at her touch. She turned and threw the vial at Spider-Man. He was unable to catch it, and it splattered on his chest, dousing the glue. It dissolved and he was able to pull free.

Jumping down, he approached her. She coolly looked him over. He didn't appear to be injured. _"So what's his deal?"_ she wondered. He stopped in front of her.

"What was all that about?" he asked stiffly. She cocked her head to one side.

"What do you mean?" she asked. He gestured at the Trapster, who had his eyes shut and was mumbling to himself.

"What did you do to him?" he asked. She glanced at the Trapster then at Spidey. Back at Trapster, back at Spidey.

"Um... Some kind of fear gas?" she guessed. Spider-Man's eyes narrowed, but before he could say anything...

"Spider-Man. I need to talk to you." It was a black man with an eye patch. _"Nick Fury."_


	8. Part One "Great Power" Chapter Five

"Spider-Man..." Fury started, then he looked at Gwen, then continued, "What exactly was your plan here?"

Spidey and Gwen glanced at each other.

"Um... Him or me?" Gwen asked. Fury shook his head.

"Both of you." he said, folding his arms. Gwen tapped her foot anxiously.

"Um... Stop the Trapster?" Spider-Man suggested. Fury raised one eyebrow.

"That a question or a statement?" he asked. Spidey just shrugged. Fury looked at Gwen.

"And you?" he asked.

"I was trying to sneak up and ambush the Trapster, to take him down quickly." she explained. Fury nodded.

"That much was apparent. And while I give you props for _actually having a plan_..." he looked at Spider-Man, then continued, "I think you could have handled it better."

"I know..." Gwen said softly. "I thought I could take him down with a witty remark... But all I did was tip him off that I was right behind him... I guess calling him by his old name didn't have quite the effect I was looking for..."

Fury's eyebrows went up. Then he said, "Well, at least you're capable of learning from your mistakes. Remember, though, the truly wise learn from other people's mistakes."

He gestured at Spider-Man.

"I'm guessing you know him? Or at least, know of him?" he asked. Gwen nodded. Fury looked at her seriously.

"I can see your both spider-themed heroes. My advice is this: Don't try to be someone you're not. Learn from each other, but don't try to be each other." he said. Gwen nodded again. Fury looked at Spider-Man, who reluctantly nodded.

"Do you know what you did wrong?" Fury asked. Spider-Man shrugged. Fury sighed.

"Look, kid, no one's saying you guys didn't stop the bad guy, but look around you... Is this the way Captain America would've done it?" he asked. Spidey shrugged again.

"Cap would've stopped Trapster in five seconds." Fury said, looking directly in Spider-Man's masked eyes. "You took three minutes, and all you managed to do was get glued to a wall and cause even more property damage."

Behind his mask, Spider-Man frowned.

"But! That wasn't my fault!" he started. Fury raised an eyebrow.

"I mean, it wasn't my fault, _sir_." Spider-Man hastily amended. "If this bug-monster hadn't distracted me. I could've just jammed his glue gun with webbing from my free hand."

"Uh huh." Fury said. Looking at him with one eyebrow raised and one eyebrow lowered, he asked, "And do you know what that would've done?"

"Um... Stopped the Trapster from gluing me to the wall?" Spider-Man said impatiently.

"Trapster's glue gun works by increasing the pressure of the glue until it's propelled through the tube connecting the tank of his back to the gun itself." Fury explained. "The trigger is just the release valve. Kind of like a water gun."

Behind his mask, Spider-Man's brow furrowed in confusion. "Huh?" he asked.

Fury sighed. "Have you ever pumped up a really old super soaker, and increased the pressure too much?"

Spidey nodded. He said, "It causes the tank to leak from the cracks."

"So... Imagine you have a much more powerful water gun. One that could increase the pressure to astronomical levels... Capable of propelling the water out hundreds of feet. And it was homemade... So, it wasn't the best quality. And you pumped it up too much." Fury said patiently.

"...Boom?" Spidey suggested.

"Exactly." Fury said. Spider-Man stared at the ground for a moment as he thought over the implications of that. Fury gestured to Gwen.

"This "bug-monster", as you called him, just stopped you from causing massive amounts of glue to splatter all over the place... Which as you know, is a _bad thing_." Fury said. "He saved us all a load of time and money on cleanup. He took down the Trapster, while causing minimal property damage."

Fury turned to Gwen. He said, "Not bad at all, for a rookie hero. Maybe with a little training..."

"Actually..." Gwen cut him off."I'm a girl."

Fury looked surprised for a moment, then shrugged it off.

"Regardless, you did well." he said. "SHIELD will be keeping an eye on you. We like to keep tabs on all the new up-and-comers. Perhaps, in the future, we can work together."

"I doubt it." Gwen said. "Unless you wanna pay me. I don't normally do free work. I'm a _righteous mercenary_."

With that, she took off, sprinting down the street and back into the alleyway to change.


	9. Part One "Great Power" Chapter Six

Cecil was waiting for her in the car.

"So." he said."How'd it go?"

"Not exactly as planned, but I got it done. Why, weren't you watching?" Gwen asked.

"No. I was tracking SHIELD's movements on my phone. I was concerned that the Hellicarrier was visible, and hovering so low over the city." he explained. Gwen looked up. The Hellicarrier was indeed directly overhead. She hadn't even noticed.

"So what are they doing?" she asked.

"Watching the fight with the Trapster. I hope they didn't see you transform in that alley." he said.

"I doubt it. I was under a fire escape." she said. She glanced at the time.

"Oh shoot. We better get to school." she said.

 

Once they arrived at school, the two of them reported to the front office. After receiving their schedules they compared them.

"Looks like we have math and science together." Gwen said. Cecil didn't look too thrilled.

"Why aren't I in a computer science class?" he asked. Gwen shrugged.

"Have you already taken it?" she asked as they approached their new lockers. She briefly consulted the note given to her, then started putting in the combination to unlock it.

"Well... I'm not sure." he said. "I'd have to look online and check which classes this universe is convinced I've taken already."

"Uh huh." Gwen said, distracted. She'd found a note stuffed inside her locker. She opened it. Looking around, she began reading softly, so the students drifting into the school would not hear her.

"Dear Gwen. Good job on defeating your first super villain. Keep up the good work, and remember to be careful with the Omnimatrix. I will occasionally stop by to check on your progress unlocking it. Professor Paradox." she read.

She turned to Cecil and asked, "Just who is this Paradox guy? And what does he mean my progress unlocking it? This isn't a video-game, it's a TV show."

Cecil shrugged.

"I don't know, but if the Omnimatrix is that watch thing, you might want to do as he says. He obviously knows how to control it better than you do." he said. Gwen shrugged.

 

Later, in the time period between Math and Science, Gwen locked herself in the girl's bathroom. She taped a sign saying the bathroom was out of order on the door so she could get some privacy. Then she began fussing with the Omnimatrix. She just had to know what else it could do. After pressing the button on the side she noticed that the hourglass had inverted its sides to become a hexagon. Inside the hexagon was a picture of the bug-monster she had become earlier. She also noticed that the entire face of the clock had lifted up slightly. Instead of pressing down on it like she had earlier, she twisted the face of the clock. As she did so more pictures appeared, each replacing the previous.

_"OK."_ she thought. _"I know how to switch between these... Monsters now. But are all of them things I can turn into? Or are some of them "Locked"? Given what the note said, there must be something this thing can do that is not available right now."_

Twisting the dial around she counted the number of creatures encoded in the device. 10. There was 10 creatures she could turn into. Assuming they were all available. She picked one at random, and pressed down on the device. In a flash of blue light, she transformed again. Peering into the bathroom mirrors she examined herself.

This time she was a tall, slim, cloaked creature with a strange birdlike mask. She looked a bit like a plague doctor from the days of the Black Death, but, man, was she tall! She had to be at least seven feet tall. Plus, she was really skinny. She couldn't have weighed more than 120 to 125 pounds. Every bone in her body was visible. Literally. Her skin was very pale, almost transparent. Curiously enough, none of her veins were visible. Assuming this creature had veins. Most of her height came from her legs, they easily made up more than half her height. Her arms were also long, coming down almost to her knees. She was wearing a black pair of baggy pants, a plain white shirt, black knee-high boots, and a blue hooded cape. Oh, and the mask. It was made of metal. Beyond the circular eye-holes, her eyes burned like furious blue flames.

She raised a hand and examined it. Long, thin, bony fingers, and sharp claws sticking out where her finger-nails should have been. She wiggled her fingers, marveling at how easy it was to move despite lacking a proper muscular system.

_"OK. Now let's see what this guy can do."_ she thought.


	10. Part One "Great Power" Chapter Seven

Gwen stood up to her full height in one swift motion, and immediately cracked her head against a low hanging pipe. Swearing, she dropped to her knees and swung her arm up to grab the throbbing spot on her head. Her hand, attached as it was to her long arms, smacked into a sink. It chipped the porcelain and left her with another injury.

Swearing again, she decided to cease all movement, and wait for the pain to stop. It didn't, instead a lump started to form on her head and her hand began to bruise. She gritted her teeth, and cradled her head in her hand. Trying to will the pain away, she rubbed it gently. To her surprise, it worked. The pain faded and the lump disappeared. Blinking in confusion, she pulled her hood down, and examined the spot in the mirror. A dark purple spot on her pale skin was fading. Her hand, the one that had been cradling it, was glowing blue. She stared at it, and the glowing stopped.

She held her good hand over her injured hand, and willed it to stop hurting. The blue glow returned, and the bruise began to fade. She sat there, smiling beneath her mask, as she continued to heal her wounds. When she was done, she grabbed the Omnimatrix and twisted it. Turning back into herself, she stood up, brushed some dust off herself, and calmly walked out of the restroom. _"That makes two useful monsters I can turn into."_ she thought.

 

During science class, she was partnered with Harry Osborn on an assignment. They had to write a research paper on a unicellular organism. After discussing it awhile they decided to write about amebas. They were more interesting than protozoa, which Cecil was writing about. He was partnered with Flash Thompson, of all people. Peter Parker was working with Mary Jane Watson. They were writing about some kind of algae. It sounded complicated, and complicated things were too much work. Harry suggested they split the workload, and each write half the paper. She agreed, and they spent most of class looking up resources and chatting about unrelated things. They weren't really supposed to be socializing, but they had all week to do the assignment, and they were sitting at the back of the class. Plenty of time, and no one to bother them, so who cared?

They were still talking when lunchtime rolled around. While in the lunch line, Peter complained about Flash stuffing him in a locker.

"Dude, locker-knocker time again? Thompson's such a tool." Harry said. Gwen nodded agreement, but inwardly wondered if Peter knew Flash was a Spider-Man fan. They all got their lunches and headed to Peters' friends' table. Cecil followed, getting a seat next to Gwen, across from Peter.

"If that's the worst thing that happens to me today, I'm coming out ahead." Peter said. Suddenly, his expression changed. He dropped his utensil. At the same time the Omnimatrix began to vibrate. _"What?"_


	11. Part One "Great Power" Chapter Eight

Peter suddenly lunged across the table with his arms spread wide, knocking everyone to the floor. At the same time, the wall collapsed inward, shattering into tiny pieces of rubble. Everyone in the lunchroom turned to look. Stepping in through the hole they'd made, came the Wizard, Klaw, and Thundra.

"Attention, students. Your principal has something to tell you." the Wizard said. He held out a hand, and the principal came floating through the hole.

"Students, your attention please. The school is now under the control of the... the..." the principal said.

"The Frightful Four." Thundra finished for him.

"Um. There's only three of you." MJ pointed out.

"Quiet!" the Wizard shouted.

 The principal went flying across the room to impact the wall on the other side. Then, the Wizard threw several gravity disks out, and they attached to the lunch tables, floating them up toward the ceiling. Klaw stepped forward and blasted the ground with sound, sending debris flying everywhere. Thundra ran forward and punched a column, ripping a huge chunk out of it. None of these attacks had hurt anyone, and seemed mostly for the purpose of intimidating everyone.

"Before the Trapster was captured, he learned Spider-Man attends this school. And unless he gives himself up, we'll tear this place down brick by brick." the Wizard said, floating forward.

"Yeah!" one of the students shouted.

"We're serious." the Wizard said turning to look at the offender. The kid put his hands over his mouth.

"Klaw." the Wizard said holding up his hand. Klaw lifted his, well, claw, and blasted the ceiling, raining debris down on the students. Everyone cried out and ran to the sides of the room to avoid being crushed. Gwen, who wasn't scared, took advantage of this new rearranging of the room to position herself near the doors to the hallway.

"So, who is our mysterious wall-crawler?" the Wizard asked. "A teacher? A student? A cafeteria lady?"

He floated around looking at everyone. Gwen waited patiently for him to dismiss her. She was, after all, a girl. It was hard for her to pose as a guy without transforming. He floated past her, and while everyone's attention was on him, she slid out though the doors.

Fiddling with the Omnimatrix, she selected the bug-monster. _"They want a spider? I'll give them a spider!"_ she thought, pressing down on the controls. In the increasingly familiar flash of blue light she transformed again. Then, she slid back in the doors, just in time to hear, "Klaw, make them listen to reason." from the Wizard.

 

Klaw lifted his claw and... Found it glued to the ceiling by a strand of webbing that flew through the air. The Wizard spun around towards the direction it had come from, and was blinded by a splattering of webbing that spread across his visor.

"Spider-Man!" he said, ripping the webbing away. He looked around, but saw nothing. Then a kick came from behind, booting him into the wall. He caught himself in time to avoid hitting it face first and activated his camera, muttering, "Dr. Octavius, we found him. Transmitting now."

Then he spun around to face... A fist. It smashed into his visor, cracking it slightly. Another punch was interrupted by Thundra who tackled the offender to the ground. Brushing himself off, the Wizard stood, peering down and frowning at the creature before him.

"Is that what you look like under that costume of yours, Spider-Man?" he asked. Pinned to the ground, the creature struggled. Thundra climbed on top of the bug. It huffed, then laughed.

"You think I'm Spider-Man? I don't know whether I should be flattered or insulted." it said.

"So, that's a "No", right?" the Wizard said, charging up his power-gloves.

 

Gwen stopped struggling, stuck by déjà vu. This was just like the time she'd been killed! Only this time, she had super-powers. She glanced at Thundra, who was sitting on her chest, smiling.

"I'm a girl!" Gwen screeched as she leapt up, sending Thundra flying. She spun around to face the Wizard, and... Was blasted in the face by his energy beam.


	12. Part One "Great Power" Chapter Nine

Stumbling backwards blindly, Gwen belatedly threw her hands up in front of her face. The beam of energy had blinded her, and, from the prickling sensation she was experiencing, she guessed it was damaging her exoskeleton. Lashing out blindly, she swung towards what she imagined was the source of the light. A muffled cry and sudden darkness. She tried to blink and suddenly, it was as if someone had turned on the lights. Looking at the Wizard crumpled on the floor she noticed a huge gash in his armor.

 _"Did I do that?"_ she wondered. A thump against her exoskeleton, and she spun around to face Thundra. Thundra took another swing at her, and Gwen caught grabbed her fist before it impacted her body. Grabbing her other arm, Gwen picked Thundra up, holding her several inches off the floor. Then she threw her across the room towards Klaw. At this point, Klaw, who had been struggling this whole time, gave a great wrench and his claw came free. Scowling at Gwen, he lifted his claw and pointed it at her.

"Dude, don't point that thing! It might go off!" Spider-Man was finally on the scene. He shot out a strand of webbing, caught Klaw's claw, and swung his arm around so Klaw unleashed his sonic attack on himself.

"It stinks to be you today. Actually, it probably stinks to be you every day. Then again it could be me, I haven't washed this suit in a week." Spider-Man said. Gwen wrinkled her nose.

 _"Are all teenage boys that gross?"_ she wondered, turning back towards the Wizard, who was getting to his feet. Behind her she heard a crash and, "Hey, little Miss Muffet. The spider just kicked your tuffet."

She turned her head to look, and while she was distracted, the Wizard pushed past her.

"Spider-Man, finally." he said. Gwen jumped on top of him, knocking him to the ground. He threw her off, and started sending the floating lunch tables sailing down towards her. She hesitated, and one of the tables crashed into her, sending her flying across the room. She landed at Cecil's feet.

"Stop second guessing your decisions." he hissed. "Pick a target and stick with it."

Huffing, she got to her feet and ran towards the Wizard again. He smirked, and sent the flying tables after her again. This time she blocked out all outside distractions and focused on the task at hand. Dodging the tables, she worked her way towards the Wizard. She spat out a strand of webbing and it latched onto a table. Grabbing the webbing, she swung the table towards the Wizard plowing him into the wall. He hit the wall, but quickly recovered, having slowed himself down by blasting the wall behind him with his power-gloves.

Realizing that she was too quick to hit, the Wizard began spinning the tables around her in ever smaller circles. Pinned in, Gwen started spinning, throwing out her arms to either side, so that no matter what side the attack came from, she'd intercept it. The tables circled in closer, and were split apart by her spin-attack. All of them. All at once.

 _"Who says you don't learn anything by playing video-games?"_ she thought, smirking. The Wizard, apparently sensing his disadvantage, mimicked his previous attack. Instead of using tables, however, he tossed out more gravity disks, and sent them sailing towards her. He tossed out disk after disk, sending them all spiraling around her in a dizzying tornado. Soon there were too many to hit. Then he sent them swooping in after her, first one at a time, then in groups. As more and more came after her, she pushed her new body to the limit, twisting and turning faster than the human eye was capable of seeing.

Seeing this method wasn't working, the Wizard deployed his last dozen gravity disks. These he sent swooping in all together. Realizing there was no way she could hit or dodge them all, she spun in a tight circle as fast as she could. The disks hit her, but the intensity of her rotation caused them to just bounce off. They ricocheted off of her, slamming into things all around her. A few went sailing towards the students.

Crying out in pain as the projectiles struck them, they attempted to duck to the ground. Only to discover that the disks had attached themselves to them, floating them up towards the ceiling. Gwen stopped spinning. Feeling slightly dizzy she assessed the situation. The Wizard brought the students over toward him, apparently with the intention of using them as a human shield.

Glancing over towards Spider-Man, she saw that he had webbed up Thundra, but was having trouble hitting Klaw. The master of sound was apparently fed up with Spider-Man's shenanigans, and was aiming for the student body. Spider-Man was just jumping around trying to save everybody. Gwen looked back at the Wizard. He seemed uncertain of what to do next. Having exhausted all his gravity disks, his options were limited.

Gwen suddenly sprinted toward Spider-Man, seizing him and throwing him towards the Wizard.

The Wizard drew the student in to protect him, but Spider-Man didn't hit them instead he hit the floor and slid under the Wizard and the students. The Wizard started to turn around, and was struck in the chest by a strand of webbing. Spider-Man gave a great yank and the Wizard went flying into the wall for the second time that day. This time he did not see the attack coming and did not have the opportunity to slow himself down. He struck the wall with enough force to leave a Wizard-shaped dent in it.

"Guess that's one way to make an impression." said Spider-Man. "Boom! Quip of the day."

He sprinted over to Gwen.

"What the heck did you throw me for?" he demanded, raising a fist for a punch. Still in fight-mode, Gwen just reacted. Swinging toward him, she threw all her weight into the punch. Spider-Man tried to catch her hand in his, and cried out in pain as his wrist was pushed back much too far, and much too quickly. It didn't break, but it was obviously sprained.

He pulled back his good hand for a punch, but was interrupted by a scream. They both turned to look. MJ was holding her hand in pain, Harry Osborn was holding her. Klaw was looming over both of them. The shattered remains of MJ's camera-phone lay on the floor. Apparently Klaw was camera-shy.

"Leave her alone!" Harry shouted, and got sonic struck in the solar plexus by Klaw.

"Oh no... Harry..." Spider-Man muttered, sprinting forward. Gwen ran after him, and together they kicked Klaw across the room. He went flying through the doors to the hallway. Thundra, who had freed herself from the webbing, ran after him. The Wizard picked himself up off the floor and followed his team.

Spider-Man hesitated, looking at Gwen.

"You go after them. I'll heal Harry." she suggested. Spider-Man's eyes visibly narrowed, his mask's eye-lenses shifting.

"He's my friend, too." she snapped. Not waiting for an answer she twisted the Omnimatrix. Instead of turning into herself she turned into the healing monster from earlier. Everyone in the room stared at her, save for Harry, who was insensate on the floor.

"Go!" she snapped at Spider-Man again. He went.


	13. Part One "Great Power" Chapter Ten

Healing Harry was a rather complicated task. His organs were collapsed and bleeding and his lower rib-cage was fractured. There was some minor bruising on his back from the force of hitting the ground, and a lump starting to form on his head, but most of the injuries were in his solar plexus were the sonic attack had struck him. The blunt force trauma alone would have been bad, but the shock-wave that caused it had basically liquefied his liver and spleen. Anyone who had ever witnessed the aftermath of an IED exploding next to someone could tell you: The vibration, the shock-wave, was many times more deadly than the shrapnel or the heat. This was not like a cartoon were someone took a sonic attack and just jumped up and brushed it off like it was nothing.

All these thoughts and more fought for attention inside Gwen's head as she healed Harry. In her human form she had always assumed that trauma and shock meant something psychological. Now her brain was telling her there was a physiological reason for Harry's lack of response, other than the fact that he had hit his head. Perhaps this monster did more than just give her the _ability_ to heal. It gave her the _knowledge_ she needed to treat specific injuries.

 _"If he goes into shock, his body will start shutting down."_ she thought. It was caused by a number of things, in this case mostly pain. There was only so much pain you could take before your brain just gives up and starts turning off the signals that tell your vital organs to keep going. Fortunately, Harry's brain was intelligent enough to know when it was time to turn off the lights. He was unconscious and therefore not feeling the pain. Once she repaired most of the damage and his brain registered that the danger had passed, he would wake up. Then the real trouble began.

"He'll wake up in a little while." she said to Norman, who had just arrived. "But he needs a hospital. I don't have any anesthetics."

She stepped aside, and Norman scooped up his son into his arms. He looked at her and said, "Thank you." before leaving. Gwen got up, stretched, then slid out of the room though the hole in the wall. Hiding in some bushes, she transformed back into herself. Now she just had to get out of here without drawing any attention to herself.

 

At the hospital, it was chaos. The doctors were trying to figure out how his injury had already healed so much. He was diagnosed with a minor concussion and severe abdominal blunt force trauma. The X-rays showed a two-week old fracture, and small amounts of blood sitting in his abdominal cavity, a clear sign of internal bleeding. A laparoscopic surgery revealed that the organs were intact, only the blood was still sitting there. How could his injuries be so far along in healing yet be fresh? It was a mystery. Whatever the case, it was obvious how to treat it. They simply took off where it was imagined the previous doctors had left off, giving him the medication and treatments to cover what hadn't already been fixed. A local anesthetic and antibiotics were administered, and a blood pack prepared for transfusion in case his blood tests came back anemic. During the laparoscopy they drained the blood out of his abdominal cavity.

While the doctors were working, Norman paced, talking on his phone to whomever you talked to when this sort of thing happened. Probably a lawyer or something. Gwen sat on a chair playing games on her phone. Peter sat next to her, nervously tapping his feet on the linoleum.

"So... Who are you?" he asked. "I know your Harry's science partner, but why are you here?"

She frowned. She shook her head and said, "First off, that's rude, insinuating that I don't or shouldn't care. Second off, he's my friend too. Just because I've only known him for a day doesn't mean I can't like him."

He stared at her for a moment. Then said, "Yeah, sorry. I guess that was sort of rude. I was just curious. Harry doesn't have many friends."

She didn't reply to that. Instead she said, "What's your problem with that new hero?"

"What do you mean?" he asked.

"You and the new hero were fighting." she said. He just stared.

"I don't know what you're talking about." he said. She made a gesture with her hands, the same gesture Spider-Man made to shoot webbing.

"I know who you are." she said. His jaw dropped. He glanced over to Norman. He was still talking on the phone, oblivious to their conversation.

"How do you know?" Peter hissed. Gwen smiled.

"That's my secret." she replied. "So why were you fighting?"

"She made me look bad in front of SHIELD this morning, then during the fight she threw me at the Wizard." he muttered.

"Uh huh. And your sure you're not misinterpreting these events?" she asked.

"What do you mean?" he asked.

"Look, I'm no hero, but I've read a lot of comics. Don't super-hero team-ups usually start with the two heroes fighting over a misunderstanding?" she asked. He frowned slightly.

"Just something to think about." she said. They sat in silence, until they were allowed in Harry's room.


	14. Interlude "Practice makes Perfect"

That night Gwen decided to patrol the city. She was a super-hero, now, after all. After finishing her homework, she left the apartment, went up several flights of stairs, and exited on the roof. Unfortunately, it was pouring down rain, and fairly cold too. The wind was nearly strong enough to knock her off her feet.

In other words, it was storming.

"Ugh." she muttered, her voice lost in the wind. "Gonna need a cold-weather transformation."

Hopefully, she had one. Pulling the sleeve of her hoodie back, she accessed the menu of available transformations. She picked one out at random. Pressing down on the dial she transformed in the familiar flash of blue light. Then, she looked at her reflection in a neighboring building's window. Her body was a perfect, glowing sphere. She looked like a miniature dwarf star. Blue light and all. Her eyes were two small dark spots on her body, her mouth a long dark swirly looking stripe that cut across her body from one side to another. Another dark spot, below her mouth, betrayed the Omnimatrix's location. Hot vapors poured off of her.

_"I look like that Pokémon, Gastly."_ she thought. _"Except, blue."_

Concentrating, she found that she was able to manipulate the shape of her body. She turned herself into something resembling a humanoid. She floated down to the ground. As soon as she touched the ground, however... A loud BOOM struck the air.

_"Thunder?"_ she wondered. Nope. All the lights in the entire city had gone out. The only illumination was coming from herself. Looking around she saw small sparks shooting off, arcing into the distance. They seemed to be coming from herself.

_"Oh... Oops."_ she thought, as she realized what she was now made of. Super-heated gas. Plasma. Lightning. Like the sun. She was a sentient miniature star. As soon as she'd set foot on the apartment complex, the pools of rainwater had conducted the streams of electrons, _the electricity_ , coming off of her. It had worked its way into the electrical system, and run through the entire city. One zap, and the entire electrical grid had gone down. Simultaneously impressed and worried, she floated upwards to see how far the effect had spread. As soon as her feet left the ground, however, the lights all came back on.

Relieved, she took off, shooting around the city faster than the eye could see. She moved as fast as lightning! She made a mental note to look up how fast lightning moved later. As she was shooting around she noticed something coming towards her. A SHIELD quinjet! It was making a beeline for her. She quickly descended into a alleyway and hid under a fire escape. The quinjet flew directly overhead before coming to a halt.

"Shoot! They must have some kind of device that tracks electrical disturbances!" she said. Her voice sounded like thunder, but softer. She reached for the Omnimatrix, twisting it and turning back into herself. She dove underneath a dumpster and hid. Not long after, SHIELD agents descended into the alley. She stayed where she was. Unfortunately, they checked under the dumpster.

"What are you doing under there?" an agent she recognized as Coulson asked. Feigning ignorance she said, "Huh? What?"

"Why are you underneath a dumpster, in the middle of the night, during a rainstorm?" Coulson asked in a tone of voice that suggested he was not to be fooled with.

"Oh..." Gwen thought hard before answering. "I'm hiding from that lightning monster."

"You saw it?" Coulson asked, suddenly all business. "Which way did it go?"

Gwen stared at him for a moment, then pointed at a sewer grate behind him. Then she asked, "Is it safe to come out now?"

Coulson nodded, while gesturing the SHIELD agents towards the grate. She climbed out from under the dumpster. Wringing out water from her sleeves, she started walking away.

"I have to get home!" she called back. Coulson nodded again waving her off. Relieved she made her way slowly back to the apartment.


	15. Part Two "Great Responsiblity" Chapter One

**Notes for the Chapter:**

> Happy Holidays!

The next morning, Gwen visited Harry in the hospital again. Cecil drove her there, but insisted on waiting in the parking lot.

"I don't really know him." He said. Gwen shrugged. If Cecil wanted to be anti-social, that was his decision.

Peter was waiting inside. While they were waiting to be let into his room they chatted about the science assignment. Gwen wasn't sure when Harry was going to be able to work on it again, and had brought over a copy of the work she had done so far. Once they were let into the room, Peter said, "Hey hero. I brought you something from school."

"Cheerleaders?" Harry asked jokingly.

"Homework." Peter said, dumping the mass of books and papers he'd brought onto a table. Gwen did the same, albeit gently. Harry frowned at the piles of work. Just then, Norman showed up.

"They have your best interests at heart, Harry. They're true friends." Norman said. He turned to Gwen.

"You showed up yesterday too, didn't you? I don't believe we had time to meet." Norman offered her his hand. Gwen took it, but carefully... Carefully. It wouldn't do to upset the Green Goblin, now would it?

"I'm Harry's partner on a science assignment." Gwen said. "My name's Gwen Poole."

"Nice to meet you, Gwen. Would you two like a ride to school?" he asked. He glanced at Peter who said, "You don't have to hold a gun to my head, sir."

Gwen frowned. Peter had absolutely no idea who he was talking to. You didn't say things like that to someone like the Green Goblin. It might give him ideas.

"I've got someone waiting for me outside. Thanks anyway." she said. She hastily exited the room.

 

School went by rather quickly, and as soon as she was out she started messing with the Omnimatrix.

"I'll see you later." she said to Cecil, who just nodded. She slipped into an alley to transform. She spent most of the morning practicing with the monster-transformation she'd used the previous night. It was the first she'd turned into that could fly. As she quickly discovered, flying was a heck of a lot harder than it looked. Especially if you were moving at past the speed of sound. If it wasn't for the lightning fast reflexes she had in this form she would have splattered against a side of a building. She spent most of the afternoon trying to figure out how to control her speed. Once she got the hang of it, however, things got a lot more fun. Instead of shooting around above the buildings like she did the previous night, she moved between them. It was sort of like a roller coaster, except a lot faster and way more dangerous. Fortunately she seemed to be able to turn on a dime. Literally. She pulled off turns and pulled out of dives that would have left even the most seasoned of fighter pilots unconscious from the G-force.

While she was she was getting the hang of it though, she did end up hitting a few things. Namely the electronic billboards that were everywhere in this city. One time she hit one so hard she merged with it. Her body seemed to liquefy before it was sucked into the machine. She found herself trapped for nearly a minute before she figured out how to remove herself from it. She also discovered she could control the machine itself while she was inside of it. She made the machine make all kinds of crazy faces at the people below. She was certain some of them snapped pictures of her. Not that she cared. It was just free publicity. Which would be useful once she started her mercenary career.

She was sitting on the edge of a building watching the city move along below her when something fell past her at high speed. She jumped up and watched as the thing shot out two long strands of webbing and began running along them like a spider. As she zoomed alongside it she realized what it was. Spider-Man, sitting on a motorbike he obviously had no idea how to drive.

She watched him, giggling a little as he made his way down to traffic level. The bike seemed to have the ability to drive on vertical surfaces. It sped along at close to 50 miles per hour, twice the speed limit, weaving in and out of traffic haphazardly. It wasn't until Spider-Man ran right into a construction zone that it occurred to her that people could get hurt. Namely Spider-Man himself.

So she shot down to his level and grabbed the handles next to his hands. Sparks shot off of her hands, shocking him enough to make him let go.

"Aargh!" he yelled as he slid backwards off the bike.


	16. Part Two "Great Responsiblity" Chapter Two

As soon as Spider-Man's butt slid off the seat, a pair of hands gripped him, pulling him into the air. A teen in gold and black armor lifted him gently into the air while staring at Gwen. As soon as she saw Spider-Man was safe, Gwen turned her head back around to see... A semi-truck, right in her path.

"Uh oh." She said gripping the bikes handles tighter. Her hands merged with the bike, pulling her inside of it. She quickly took control, slowing to a halt. Another super-hero appeared before her, lifting the semi out of her way so she had enough room to come to a complete stop without skidding out of control. As soon as she stopped, a pair of white gloved hands came swooping down to swat at her.

"Get out of that bike now!" the super-heroine snarled. Gwen considered this for a moment.

"What's the magic word?" she asked jokingly. The super-heroine snarled again, this time something unintelligible. She lifted a hand to slice at her with razor-sharp claws that popped out of the ends of her fingers. Whether they were real claws or merely a part of her glove was hard to tell.

"Easy, White Tiger." Yet another super-hero said as he approached. This one was unmistakably Iron Fist. He was wearing his green and gold costume with his trademark dragon motif. He gently lay a hand on White Tiger's shoulder.

"We do not yet know whether this being is hostile." he said calmly. White Tiger growled, but lowered her hand. Iron Fist turned to Gwen.

"Will you please remove yourself from this bike?" he asked politely. Gwen removed herself from the bike, zipping up into the air to avoid any potential attacks. The other three super heroes, including Spider-Man walked over to where they were. Looking at them Gwen easily identified them. Nova and Luke Cage. He used to call himself something else, though...

Bowing in mid-air, Gwen addressed Iron Fist first.

"Thank you for being courteous, Iron Fist. To answer your concern, no, I am not hostile. Not unless you attack me, anyway." she said, looking pointedly at White Tiger. She growled in response. Iron Fist mimicked her bow.

"Namaste." he muttered. Nova floated up to her level.

"Who are you anyway?" Nova asked, crossing his arms. "And what's with you attacking Spider-Man?"

"I didn't attack him. I was trying to help him. It's not my fault he can't stand a spark."Gwen said. Then an idea came to her.

"Hey. Spark. That's a good name for me, don't you think? For right now, anyway." she said, grinning. Luke Cage put his hands on his hips.

"What do you mean, for right now?" he asked. "Do you mean you're not always like this?"

"Of course not. If I were always like this, I'd short circuit my phone, and everything else I touched." she said. "I'm a shape-shifter. I can turn into a bunch of different things."

"So that thing last night WAS you!" White Tiger exclaimed, pointing at her. "You ruined a lot of people's stuff with that power surge you caused!"

"I did?" Gwen asked.

"Yes." they all said in unison.

"How? I thought everything was fine once the power came back on." Gwen asked.

"You fried the circuits. Anything that wasn't "hardened", protected from power surges, got ruined." Spider-Man explained. "Sort of like an EMP. An electromagnetic pulse. Except it was contained to the power grid. So anything that wasn't plugged in wasn't affected. Anything that was plugged in WAS affected. The entire power grid was overloaded."

Gwen stared at him for a moment. Then she cried out, "OVERLOAD! That's a brilliant name! I'm going with Overload!"

Spider-Man face palmed.

"Did you hear anything I just said? You wrecked the whole city!" he said, exasperated. Gwen frowned.

"I don't really see what the problem is. It's not as if I did it on purpose. Can't everyone just claim it on insurance and buy new TVs or whatever?" she asked.

"Yes, but... Oh, never mind." Spider-Man said, throwing his hands in the air.

"Right... Well as leader of this team, I'm gonna have to ask you to come with us." Nova said.

"You're not in charge, Nova." White Tiger said. She glanced at Gwen who had floated down to stand on the ground next to them. Nova landed as well. He started to say something, but was cut off by Spider-Man who asked, "Who are all of you people anyway?"

"Ooh. Let me." Gwen said. She pointed at each of them in turn.

"White Tiger. Cat-like super powers granted by the Tiger Amulet. Nova. Sort of like an outer space police officer. Iron Fist. Ninja training and super-powered punching. " She said. She paused when she reached Luke Cage. "Your super-strong and have bullet-proof skin, but I don't recall your code-name."

"Power-Man." he said, flexing. They all looked at him. He shrugged then gestured at Spidey.

"If he's calling himself Spider-Man, then I'm calling myself Power-Man. It's cool and doesn't scream, "I have low self esteem."" he said.

"OK. Power-Man." White Tiger said. Then she turned back to Gwen.

"How exactly do you know so much about us?" she demanded. Gwen considered telling them, but decided she had better things to do. Especially since SHIELD was now moving in. Nick Fury himself had shown up and a large circle of agents was closing in.

"Sorry. Gotta go!" she cried, shooting up into the air and away from them.


	17. Part Two "Great Responsiblity" Chapter Three

Later that same day, Gwen was walking along a sidewalk, in human form of course, when a large wave of water came crashing down over the side of a building. It showered her and everyone else in water. Dashing into a back alley, she started fiddling with the Omnimatrix. She started to pick out "Overload" when she remembered that water conducted electricity. So she picked out "Arachnophobia" instead. She'd been thinking of names all day, and felt certain that was a good one for the bug-monster. Sprinting out of the alley she jumped as high as she could and spat out a strand of webbing. It stuck to a side of a building, and she swung upwards.

"No!" came a shout from behind her. Looking back she spotted Power-Man hanging in mid-air. She spun around and spat out a strand of webbing towards him. At the same time Nova came shooting by, and blasted something on Power-Man's shoulder. He fell, but was caught by the strand of webbing she'd attached to him.

"Yeah!" he shouted as she reeled him in with her arms, using her feet to hang from a web-strand. Once she had a hold of him she swung around and not-so-gently dumped him on a building she saw the other heroes congregating on. He easily stuck the landing, and ran over to join his friends.

Gwen spun webbing lazily through the air, swinging around to survey the situation. It was the Wizard and company again. She spun one last strand of webbing to swing down towards the other heroes. She arrived just in time to hear Spider-Man scolding them.

"You wanna save someone, look down there." he gestured to the edge of the building. "Super-hero 101, we can defend ourselves, they can't. Go. Protect and serve. Trust me..." he glanced at Gwen. "We've got these meatheads."

"You heard the man." White Tiger said to her team-mates. Spider-Man and Gwen took off, web-swinging together into battle. Inwardly, Gwen was squealing with excitement. Of course, outwardly, she didn't betray any of this excitement. There were times for fan-girling, and times for seriousness. They landed on a building near Klaw and the Wizard.

"Hey, shrieky. Remember me?" Spider-Man asked. The Wizard threw out several gravity disks, sending them towards Spider-Man.

_"Why are they only targeting him?"_ she wondered, as Spider-Man shot out a web. It caught the disks before they could impact him, and he swung it around to hurl it at Klaw. Instead of just blocking it, Klaw fired his sonic attack and broke them apart in mid-air. Shreds of webbing rained down on him, momentarily distracting him. The Wizard glanced at him briefly. Gwen took the opportunity presented by the Wizard looking away to attack. She hawked up what she imagined was the biggest, most disgusting loogie ever. Then pursing her lips, she started firing rapid-fire web-balls at the Wizard.

_"This has got to be the most disgusting web-production method ever."_ she thought. _"And that includes the organic web-shooters Peter had in the Spider-Man movies."_

The Wizard was knocked back by her attack, but since he was floating he didn't hit anything. Once Gwen ran out of webbing in her mouth, he launched a counter attack. Moving in perfect synch with Klaw he fired his energy beam. Klaw fired his sonic attack, and the blasts combined to make a much more powerful attack. Spider-Man and Gwen, being possessed of super-human reflexes, ducked. The blast went right over their heads and impacted a Daily Bugle billboard. The electronic kind. The glass shattered into thousands of tiny pieces and plummeted towards the ground below. The support beams for the billboard crumpled and the entire billboard soon followed. The crowd below screamed in utter terror.

"Heads up rubber-necks!" Nova shouted as he flew in. He flew straight into the billboard and shattered it into a few smaller pieces. Gwen seeing that it wasn't enough, jumped right off the side of the building to launch web after web into the air to catch the broken pieces. Nova came back around for another pass, and seeing her spinning wide swathes of webbing, got an idea. He flew right underneath her, catching her on his back. Reacting quickly, Gwen crouched to absorb the impact, then slowly straightened up to stand on his back. Whilst using Nova as a human surf-board, she continued her web-spinning. Nova darted around, keeping her in right the right positions to catch all the fragments.

Once they were done, Nova darted back up above the buildings to observe the situation. Power-Man and White Tiger were standing on the ground. Iron Fist was descending a fire escape. Klaw was falling through the space between buildings. Spider-Man was moving to intercept him. Gwen jumped off of Nova's back and landed on the side of a building near Iron Fist. She spat out a strand of webbing and it adhered to Iron Fist's back. Coming to a halt, he opened his mouth to say something, but was cut off by her yanking on the web-strand. Gwen gently lowered him to the ground, and once he got the idea, he nodded in thanks. They both arrived safely on the ground, and dashed out of the alleyway and towards where Nova, White Tiger, and Power-Man were now standing. Klaw came to a halt in front of them, having been caught mid-fall by Spider-Man.

"Let's cut the volume." Power-Man said. He grabbed Klaw by the claw and ripped him down from the strand of webbing that held him. He crushed Klaw's claw in his hand, and punched him in the head. Just then the Omnitrix vibrated, startling Gwen into jumping. A blast of energy went sailing by underneath her, striking Nova, Iron Fist, White Tiger, and Power-Man, who had not dodged. Gwen spun in mid-air and grabbed a light post before she hit the ground. She pulled herself up onto it, balancing on the top of it as she met the gaze of the Wizard.

"You won't escape again. My power-gloves are charged to their maximum." he said.

"Wait what gloves?" Spider-Man said as he landed next to Gwen.

"These gloves." the Wizard said, holding them up.

"Oh. Those gloves." Spider-Man said. He glanced at Gwen. Gwen nodded. Spider-Man shot out a strand of webbing. Gwen did the same. The two strands of webbing adhered to the Wizard's power-gloves, and pulled them into each other. The charge that went off knocked the Wizard unconscious.

 All he managed to do was scream, "No!"


	18. Interlude "Job Offer"

**Notes for the Chapter:**

> Gwen is a bit hysterical in this one. It's because they're nearly out of funds. She's at the end of her rope, so expect her to be a little out of character.

That night Gwen was watching the news when she finally caught a glimpse of herself on TV. Jameson was ranting about vigilantes and the destruction they had caused, but Gwen only had eyes for herself. She swung about the screen gracefully, making it look much easier than it actually was.

"Cecil, look! I'm on TV!" Gwen exclaimed.

"Uh huh. I'm on the phone." he said, while covering the phone so whoever was on the other end could not hear. "Can you turn it down?"

Gwen pouted.

"It's a job offer, Gwen." he hissed. Gwen immediately brightened.

"Really? How much?" she asked. He frowned.

"Shouldn't your first question be: Doing what?" he asked. Then into the phone, "Yes, I'm sure she can handle it. I've seen this girl take on Sentinels without any kind of powers or training."

"I don't really care what it is. As long as it's not evil." Gwen said. Cecil held a finger to his lips. Then he said, "No, she has powers. This happened before she got them."

Another pause. Then, "No, she doesn't have any kind of formal training. I don't know if she'd be interested in it now that she has powers."

"Who is it?" Gwen asked. Cecil hushed her again.

"No, she doesn't have much experience. But, she seems to have remarkable luck." he said.

He made a face, then said, "No, not supernatural luck. Just good luck in general. She calls it dues ex machina."

A long pause. Then, "I don't know. She's from another universe. We both are."

A much briefer pause. He made another face, then said, "I don't know. I'm from one very similar to this one, but in her's, none of the super-heroes or super-villains actually exist. They still have all the merchandise and franchises, but the people themselves don't exist. She calls it the "Real World". She thinks we're fictional."

"Hey! Don't tell them that! They might not hire me if they think I'm crazy!" Gwen exclaimed.

Cecil glared and hushed her.

"Sorry about that." he said, still glaring. "We've strayed a little off topic. Can we discuss the job itself? How much are you offering?"

Gwen waited impatiently.  Cecil nodded thoughtfully.

"Yes, I think that's a fair price, given the risk involved to you, sir." he said. Then he made another face.

"No, I don't think she's capable of being discreet." he said. Gwen nodded furiously, pointing at herself. Cecil rolled his eyes.

"She thinks she is." he said. "I've yet to see how she performs on stealth missions."

Another lengthy pause. Then, "You do? Well she is on TV right now... The news, I mean."

A brief pause. He grimaced as he said, "Daily Bugle. She's the only one that doesn't look human."

He rolled his eyes again. Then said, "No, she's not a mutant. They don't have mutants in the universe she's from."

His eyes widened. Then he hurried to say, "I'm not really sure to be honest. I know she has healing powers, spider powers, electrical powers, flight, and the ability to control machinery. However, there are other powers that I've yet to see."

His eyes narrowed. Then slowly, "Her weaknesses? I don't know what they might be, and quite frankly, I wouldn't tell you, even if I knew."

He sat down on the couch. He sat there listening to the other person with a deadpan on his face.

"So is it a deal? Or do I have to find another job offer somewhere else?" he asked seriously. He looked at Gwen. Gwen raised her eyebrows. Cecil smiled.

"Yes, sir. Thank you, sir. We'll be ready by tomorrow. Have a good evening." he said, before hanging up.

As soon as his finger hit the end call button, Gwen had a hold of him.

"Don't keep me in suspense!" she practically shouted.

"Settle down!" Cecil chided. Gwen gave him a look best described as pure loathing. Then she sank to the floor.

"You're torturing me! Just tell me!" she said. Cecil sighed.

"Alright, alright." he said.

"So?" she demanded.

"I got you the job. Another mercenary got injured and needs you to finish their job. " he said.

"Doing?" she demanded.

"Delivering stolen AIM blueprints, and returning with a briefcase." he said.

"Who's the mercenary?" she stood up.

"The Taskmaster." he said, backing up.

"And I'm taking them to?" She backed him into a corner.

"Victor Von Doom." he said, putting up his hands in a futile gesture.

"For how much?" she was in his face again.

"$500,000." he said, grimacing. She caught on quick.

"What's the catch?" she demanded, taking hold of his shirt.

"He'll be expecting Taskmaster, not you. You may have to fight your way past Doom Bots to get into the castle just to see him." he said, trying and failing to push her off.

"And if he won't see me?" she said, shaking him slightly. "If I can't complete the mission."

"The Taskmaster will remote detonate a bomb planted on the blueprints case, and kill you to erase all evidence of the blueprints, the transaction with Doom, and his transaction with you." he gave up and closed his eyes.

"WHAT THE FUCK, CECIL?!" she shrieked.


	19. Part Three "Doomed" Chapter One

The next day at school, all Gwen could think about was the job. She planned on completing it after school. She sat with Harry and Cecil at lunch. MJ and Sam Alexander (Nova) soon joined them. They were eating in relative silence, Sam occasionally making comments as he sculpted his mashed potatoes, when Peter joined them.

"Sam? At my table? With my friends? ...Who seem totally OK with the fact that you're here?" he said, pointing at Sam. MJ and Harry looked confused. Gwen continued eating, too preoccupied with her upcoming job to notice the conflict.

"Check it." Sam responded. "I made an exact mashed potato replica of principal Coulson."

He held out his tray to show Peter his work. Peter glared at him.

"Hallway. Now." Peter said. The two of them left the cafeteria together.

"What was that all about?" MJ asked.

"Huh?" Gwen said, looking up.

"Jeez, Gwen. If you were anymore oblivious, you'd be walking into walls. What's with you today?" Harry asked.

"I have something super-important to do after school." she muttered, playing with what remained of her food.

"So you're not coming to my place to finish the assignment?" Harry asked.

"Gwen has been doing most of the work while you were in the hospital." MJ pointed out. "Shouldn't you do some of the work too?"

"True." Harry said, looking disappointed. "I just thought that we'd do more of this work together, you know?"

"We still have a couple days, Harry." Gwen pointed out. "Besides, if I don't get this done, I won't be able to pay rent."

"You have a job? What do you do?" MJ asked.

"Just, you know, odd jobs, here and there. Whatever people need me to do for them." Gwen said evasively.

"Well I plan on getting a job at the Daily Bugle." MJ said. "I'm gonna be a star reporter someday."

Gwen nodded.

"What about you Harry?" she asked.

"My dad wants me to go to college and get a business degree, so I can take over for him when I inherit the company." Harry said, unenthused.

"Sounds boring." Gwen said. "But profitable."

She looked down at her tray, suddenly worried about the job.

 _"What if I end up dying again? Then Cecil will be alone in this universe, and I might end up somewhere else again!"_ she thought.

Cecil noticed her expression.

"Come on Gwen, you've done way more difficult things than this. It's just a simple delivery job." he said. "And like you said, we've gotta pay rent."

"Wait, you two live together?" Harry asked, suddenly weirded out.

"We're just roommates! His uncle died and I don't live with my parents anymore." Gwen said.

"So you two are both on your own?" MJ asked. "Isn't that illegal?"

"We're both 16. That's old enough to live by yourself in the eyes of the state." Cecil said.

"Still that's gotta be rough. Do you guys need anything? My dad could get you a place to stay or..." Harry said, only to be cut off by Gwen.

"Thank you, but no." she said. "We doing fine on our own. It's not like we can't take care of ourselves."

"Are you sure? We could loan you some money if you guys need to pay rent." Harry said, not seeing the problem.

Gwen shook her head firmly. The last thing she needed was to owe the Green Goblin money.

 

After school, she and Cecil drove to the docks where boats were being loaded and unloaded. Parking the car some distance away, they set off on foot to their destination, an abandoned warehouse. Once they were close Gwen and Cecil ducked into a narrow opening between two warehouses. Gwen opened up the menu on the Omnimatrix.

"Good thinking. We don't want anyone to see what you really look like. And they'll want proof of who we are." Cecil said, pulling out a large handkerchief and tying it like a bandana over his mouth and nose. He was careful to choose one that wouldn't conflict with the local gangs color preferences. He pulled out some sunglasses and put those on too.

"Alright, we're ready." he said, as she transformed into "Arachnophobia".

"Let's go." she said, all business.

They slipped out from behind the buildings and approached the abandoned warehouse. As they got closer the door opened and a man dressed similarly to the Taskmaster stepped out. They walked right up to them. He gave them a onceover look and nodded gesturing for them to enter.

As they stepped into the building they noticed a few things. One, it obviously wasn't a trap, because there was hardly anyone in the building. Two, the Taskmaster himself was there. Three, all of the people with him were dressed uniformly.

Gwen cocked her head to the side.

"Are these guys your students?" she asked. Taskmaster, who was sitting down on a metal folding chair, nodded. He had one hand tucked under his cape, which was hiding his side. Whether he was hiding his injury or a weapon was hard to tell.

"I'm guessing you're Gwen?" he asked.

"Yep. Here to help you deliver the goods." she said putting her hands on her hips. Cecil sighed.

Taskmaster raised an eyebrow, the expression barely perceptible beneath his mask. He stood up. As he did so, his cape shifted. A bandage and tear in his costume became visible, along with a gun. He took his hand off it, and gestured to one of his students. The student stepped forward and handed Taskmaster a long silver tube. It was about three feet long and a couple inches in diameter. It looked like the kind of case you would put a rolled up poster in. He approached them.

"These are the blueprints." he said. He handed it to Gwen. Gwen took it and tucked it under one arm.

"You have 24 hours to deliver these to Dr. Doom. He will give you a briefcase in return. Bring it back to me and..." he said gesturing to another student. The student stepped forward with a duffle bag. They unzipped it to show them the contents. It was full of money. The student pulled out a stack of bills and removed the rubber band to show them it was legit money and not newspaper.

Cecil pulled a special pen out of his pocket, which he tossed to the student. The student caught it with ease, then glanced at Taskmaster. He nodded. The student scribbled on a couple hundred dollar bills, showing them that the money wasn't counterfeit either. Cecil nodded to Gwen, who saluted Taskmaster.

"24 hours or the pizza is free." she said. Cecil rolled his eyes. Taskmaster smiled at the juvenile attempt at humor. At least the girl wasn't pissing her pants afraid of him. Fear made some things easier, true, but it also made people sloppy. Sloppy work was unprofessional, and not something he wanted to be associated with.

"Good luck." he said.


End file.
